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LGLA2311-Chapter 4
Business Organizations for Paralegals
Answer | Question |
---|---|
Silent partner | an older term for limited partner. |
Limited partnership | business entity created in accord with state statutes that provides limited liability to some of its members, called limited partners. |
ULPA | Uniform Limited Partnership Act. |
RULPA | Revised Uniform Limited Partnership Act; the model for limited partnership legislation in most states. |
2001 Act | revised version of RULPA, fully adopted in 14 states and providing significant protection from liability for all partners. |
Limited partner | a member of a limited partnership who does not participate in managing the business and whose liability is limited to the amount invested in the business. |
General partner | member in a limited (or general) partnership who manages and controls the business and has unlimited personal liability. |
Safe harbor | activities that do not violate a statute. |
Due diligence | investigation and research conducted before entering into agreements or transactions. |
Limited partnership certificate | the document filed with the state that creates a limited partnership. |
Agent for service of process | one who agrees to accept litigation notices for another. |
Foreign limited partnership | a limited partnership doing business in a state other than the one in which it was formed. |
Domestic limited partnership | a limited partnership created in the state in which it conducts its business. |
Doing business | activities enumerated by a state that require an entity to qualify before entering the state to transact business. |
Limited partnership agreement | agreement among partners in a limited partnership, usually written but may be oral. |
Events of withdrawal | events relating to a general partner that cause dissolution of a limited partnership. |
Partnership interest | a partner's share of partnership profits. |
Nonjudicial dissolution | dissolution of an entity without involvement by a court. |
Judicial dissolution | dissolution of an entity ordered by a court. |
Direct action | action brought by one to redress a wrong done to him or her. |
Derivative suit | action brought by one to enforce an obligation owed to another, usually to a business. |
Tax shelter | a vehicle that focuses on tax savings rather than on profit-making. |
Family limited partnership | an investment vehicle entered into by family members to achieve estate and tax planning benefits (sometimes called a family limited liability company). |
Limited liability limited partnership | a form of limited partnership affording protection from personal liability to its general partners. |